Does the Virginia addendum for Baymont Inn Suites supersede other terms in documents related to the franchise?
Baymont_Inn_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
In recognition of the restrictions contained in Section 13.1-564 of the Virginia Retail Franchising Act, the Franchise Disclosure Document for Baymont Franchise Systems, Inc. for use in the Commonwealth of Virginia shall be amended as follows:
The following statement is added to Item 17.h of the Franchise Disclosure Document and Section 11 of the Franchise Agreement.
Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a licensor to cancel a franchise without reasonable cause. If any grounds for default or termination stated in the Franchise Agreement does not constitute "reasonable cause," as that term may be defined in the Virginia Retail Franchising Act or the laws of Virginia, that provision may not be enforceable.
Each provision of this Addendum shall be effective only to the extent that, with respect to such provision, the jurisdictional requirements of the Virginia Retail Franchising Act are met independently without reference to this Addendum.
Source: Item 23 — RECEIPTS (FDD pages 97–443)
What This Means (2025 FDD)
According to the 2025 Franchise Disclosure Document, the Virginia addendum for Baymont Inn Suites does have the potential to supersede other terms in documents related to the franchise agreement, but only under specific circumstances. The FDD includes an addendum to comply with the Virginia Retail Franchising Act, noting that certain franchise agreement provisions may not be enforceable if they conflict with the Act.
Specifically, the addendum addresses Section 13.1-564 of the Virginia Retail Franchising Act, which makes it unlawful for a licensor, such as Baymont Inn Suites, to cancel a franchise without reasonable cause. The addendum states that if any grounds for default or termination outlined in the Franchise Agreement do not constitute "reasonable cause" as defined by Virginia law, then that particular provision may not be enforceable within the Commonwealth of Virginia.
In practical terms, this means that if Baymont Inn Suites attempts to terminate a franchise agreement in Virginia based on a clause that Virginia law deems unreasonable, a franchisee could potentially challenge the termination in court. The franchisee could argue that the specific termination clause is unenforceable under the Virginia Retail Franchising Act. However, the addendum also states that each provision of the addendum is effective only to the extent that the jurisdictional requirements of the Virginia Retail Franchising Act are met independently without reference to the addendum.